Strengthening and maintaining the highest level of corporate governance

Internal control systems have been introduced to provide management and the Board with comfort regarding the financial position of the Group, safeguarding of assets (including information) and compliance with regulatory requirements. The internal and external auditors monitor the functioning of the internal control systems and make recommendations to management and the Audit Committee.

All internal control systems do, however, have inherent shortcomings, including the possibility of human error and the evasion or flouting of control measures. Even the best internal control system may provide only partial assurance.

Tencent’s vision and mission is Value for Users, Tech for Good. Adequate and effective tax strategy, internal risk management and internal control systems are some of the keys to safeguarding the achievement of the Company’s strategic objectives. In Tencent, we strive to meet all legal and tax requirements, disclose all relevant and applicable information and takes full responsibilities of the tax laws and regulations.

In order to maintain the independence of the Group’s external auditors, the external auditors will not be engaged for non-audit work unless this constitutes non-audit work pre-approved by the Audit Committee. There must be clear efficiencies and value-added benefits to the Company from that work being undertaken by the external auditors, with no adverse effect on the independence of their audit work or the perception of such independence.

Tencent embraces the value of integrity by developing robust systems and measures to prevent, detect and deter any misconducts that are not consistent with our value.  Learn more about our policies across the Tencent ecosystem below.

Tencent has taken a zero-tolerance approach to fraud, which has become a long-term principle and bottom line that must be adhered to in business development. In accordance with the Criminal Law of the People’s Republic of China, the Anti-Unfair Competition Law of the People’s Republic of China and other relevant laws and regulations, Tencent has incorporated anti- fraud into its corporate culture and values, and a relatively perfect system and response measures have been formulated to prevent, detect and prevent corruption, bribery and any other fraudulent acts.

Whistleblowing, investigation and sensitive position management

To detect violations on a broader scale, Tencent has formulated the Anti-fraud Whistleblowing Policy, which clearly conveys the message of our zero-tolerance in relation to fraudulent activities to all the employees and suppliers/ business partners. The Group encourages employees and suppliers/business partners to report any concerns that they may have regarding any non-compliant or potentially fraudulent activities. We provide various whistleblowing channels, such as email, mailing address, phone number, and the Weixin official account-Sunshine Tencent. We encourage informants to leave their contact information so that we can conduct follow-up investigations and provide them with updates on the progress. We guarantee that anonymous reports that provide adequate information will be dealt with seriously. We guarantee the confidentiality of the submitted information and the informant’s identity and take measures to protect the informant from retaliation.

Tencent cautiously deals with the effective whistleblowing information and entrusts the Anti-fraud Investigation Department to carry out investigations independently. Employees who are found and proven to have violated Tencent’s “high voltage line” will be dismissed according to the regulations and will never be hired again. If any supplier or business partners are found have engaged in serious corruption or fraudulent activities, we will terminate the contract immediately and never conduct business with them. In the event that any fraudulent activity violates any relevant laws or regulations, such cases shall be reported to appropriate government authorities. In response to the business risks or loopholes identified during the investigation, relevant departments in question must take corrective measures with the assistance of the Risk Management and Internal Control Departments to prevent similar cases from recurring. In 2021, our Anti-Fraud Investigation Department found more than 50 cases in violation of Tencent’s “high voltage line”. Approximately 70 people have been dismissed, amongst which more than 10 people suspected of crimes have been reported to relevant government authorities in accordance with applicable laws and regulations.

In 2021, we received the results of the four corruption-related cases (including cases we transferred in previous years) that we have transferred to the authorities. Six employees who were involved were dismissed and have faced criminal punishments. Because these cases were discovered and handled in time, they did not incur much impact on the according to the Tencent Sunshine Code of Conduct, if the case is related to negligence of the management, the direct and indirect managers of the employees involved will bear the management responsibilities and consequences, including notice of criticism, lowering the performance rating, demotion, dismissal, and termination of the labour contract.

We formulated the Management Policy for Sensitive Positions , stipulating the management measures for sensitive positions with high-risk duties, such as requiring regular job rotation, stripping sensitive responsibilities, and participating in various risk management training. It also stipulates that the Internal Audit Department reserves the right to audit all sensitive personnel positions and may conduct audits on current or former personnel in sensitive positions at any time.

Increase awareness of anti-corruption

Tencent provides continuous anti-corruption education and training to all employees throughout their time at the Company. Tencent prioritises “integrity” in its corporate culture. Each employee is informed about the six provisions of “high voltage line” and our “zero-tolerance” attitude towards violating “high voltage line” on their first day of employment, so that they are aware of the severe consequences arising from non-compliant activities from the beginning. Meanwhile, Tencent conducts annual anti-fraud education training for board members and all employees in the form of videos, posters, cultural events, online compulsory courses, and in-person training courses, emphasizing the strict prohibition of bribery and other unethical behaviours.

Tencent is committed to operating in accordance with relevant laws and regulations on fair competition and anti- trust when doing business in China and abroad. Tencent aims to enhance regulatory compliance and maintain a fair and competitive environment with other market players.

Advocate fair competition and compliant development

Tencent has always advocated fair competition and has placed great emphasis on anti-trust compliance. In 2016, Tencent published the Corporate Fair Competition Guidelines for internal use. It contains a comprehensive introduction to the Anti-monopoly Law of the People’s Republic of China, the implementing regulations, and the enforcement practices. It also sets out the compliance requirements corresponding to our business practices.

It serves as the basic guide to assist relevant employees in following the rules of fair competition and conducting business activities in conformity with these laws and regulations. In 2016, we established a Competition Policy Office, a specialised department with professional lawyers in charge of anti-trust compliance matters. To the best of our knowledge, we are among the first in the industry to establish such a specialised department.

Cooperate with regulatory requirements and improve compliance management

Since 2007, China has published and implemented the Anti-monopoly Law of the People’s Republic of China, the Anti-Monopoly Guidelines for the Platform Economy issued by the Anti-Monopoly Commission of State Council and other laws, regulations and guidelines in succession. We are committed to compliance of these regulations and regulatory requirements and strive to improve our compliance in order to ensure Tencent’s long-term business success.

The Company strictly abides by applicable laws and regulations in relation to cross-border and domestic money transmission, anti-money laundering (“AML”), Sanctions, and counter terrorist financing across all locations where we provide payment processing services. We aim to continuously increase our AML and Sanctions compliance capabilities and to have in place a set of consistent high standards across our Group businesses. The Company is compliant with not only its legal obligations but also the expected social responsibilities.

The Procurement Department looks for qualified suppliers in the market and evaluates offers based on the duration of the cooperation, order volume, and nature of the request. In principle, Tencent generally asks for price quotations from at least three vendors to ensure fair competition among suppliers with transparent decision-making procedures, whilst considering factors, such as delivery time, operational and technical strengths, environmental and social responsibilities. If there is only one vendor available for selection as it dominates the relevant market, or it is the only available vendor with access to the required goods or services, a particular procurement arrangement will require special approval along with a sufficient and reasonable justification. Before engaging with a supplier, we will conduct due diligence, including qualification checks and on-site visits on the supplier to ensure that the supplier meets our procurement demands.

When engaging with a supplier, Tencent requires suppliers to sign the Anti-Commercial Bribery Declaration, which outlines the procurement code of ethics and the scope of cooperation with suppliers who have a conflict of interest with our current employees in accordance with Tencent Sunshine Code of Conduct. It further stipulates that suppliers with a conflict of interest with our former employees can only participate in the selection process upon the approval of our internal audit committee or after 18 months following the employee’s resignation. Suppliers who have a conflict of interest with our existing and former employees must make declaration truthfully, otherwise any false declarations will lead to immediate partnership termination, and suppliers in violation will be blacklisted. In 2021, Tencent required all suppliers in the Mainland of China to sign the Anti-Commercial Bribery Declaration.

Tencent evaluates the performance of suppliers regularly through sample and walk-through testing. We take full consideration of factors concerning the quality of the supplier. For underperforming suppliers, subject to applicable contractual agreements, we may:

1. Discuss with them about their remedial plans,
2. Suspend the cooperation
3. Reduce the order volume
4. Impose penalties
5. Suspend payment.

The Procurement Department may disqualify a supplier for the following events when:

1. We suffer from material economic losses due to the delayed delivery, quality issue, or breach of contract by the supplier
2. The supplier has received the lowest rating on the rating scale for two consecutive quarters
3. The supplier is in serious breach of business ethics.

The Group Procurement Department requires suppliers to sign the Corporate Social Responsibility Commitment, which encourages suppliers to adopt internationally recognised industry standards and benchmark best practices.

With the Corporate Social Responsibility Commitment, we ensure a safe supply chain where workers are treated with respect and dignity; and companies are responsible for environmental protection and compliance with the code of ethics during their business operations. We prioritise environmentally friendly products and services when selecting suppliers related to office buildings. We have required all property management companies of our self-owned office buildings to obtain the ISO 14001 environmental management system certification.